1
EXHIBIT 10.2
[XXXXX XXXXX XXXXXXXXXX]
December 1, 1999
Xx. Xxxxxx Xxxxxxx
0000 Xxx Xxxxx
Xxxxxx Xxxxx Xx, XX 00000
--------------------------------------------------------------------------------
Dear Xxxxxx:
This letter will formalize our employment offer to you as Chief Administrative
Officer of Xxxxx Xxxxx, Inc. (the "Company"). While your duties will involve
the broad spectrum of the Company's business, the following is an outline of
the specific responsibilities you will assume upon your accepting your new
position:
1. The term of this contract will concentrate December 1, 1999.
2. During the first six (6) months of your employment (the "Initial Term"),
your position will be Chief Administrative Officer.
3. During the Initial Term, your duties shall be to assist the Chairman of the
Board/CEO in overseeing all aspects of the Company's operations, including
oversight over Centre Services, Finance, Information Services and Human
Resources, and carrying out all other business of the Company as necessary
or as directed by the Chairman of the Board/CEO or the Board of Directors.
4. Following the Initial Term, your employment shall continue provided that
the Company and you mutually agree in writing to continue or to change your
position and responsibilities.
5. Your compensation during the Initial Term will be thirty thousand dollars
($30,000) per month payable on a bi-monthly basis. You will also become
eligible to participate in any executive incentive plans that may exist
from time-to-time for senior executives. After the Initial Period, your
compensation will be as agreed to in writing between the Company and you.
6. You will receive an option to purchase five hundred thousand (500,000)
shares of common stock of the Company in concert with the Company's Stock
Option Plan. The option price will be the average of the high and low price
for a share of JCI common stock on the New York Stock Exchange on the day
you begin your employment as Chief Administrative Officer. The vesting
period for options will be over a three (3) year period
2
in three (3) equal annual installments of thirty-three and one-third
percent (33.3%), the first of which will vest on the first anniversary of
your employment with the Company.
7. Upon joining the Company, you will be afforded the same fringe benefit
opportunities as other senior executives of the Company.
8. a. If the Company and you choose to continue your employment after the
expiration of the Initial Period, the Company shall have the right to
terminate your employment at any time, with or without cause, by written
notice to you. If after the Initial Period your employment is terminated
by the Company without cause or by you within ninety (90) days following a
change of control of the Company, you will receive a severance payment
equal to your then current annual salary payable in twelve (12) equal
monthly installments (the "Severance Payments"). If your employment is
terminated, all compensation, benefits and rights you may have under this
agreement will terminate on the date of termination of employment, except
your right to receive the Severance Payments described above and your
rights under the Company's Stock Option Plan. For purposes of this
agreement, "cause" shall mean your death, disability (the inability to
perform services for a period of one hundred twenty (120) days in any
consecutive twelve (12) month period, a breach of this agreement or your
duty of loyalty to the Company, willful misconduct or negligence in the
performance of the duties contemplated hereby, your conviction of a
felony, or conduct by you which brings you or the Company into public
disrepute, or which could have a substantial adverse effect on the Company
or its business.
b. The Severance Payments described in Paragraph 8(a) shall be paid in
consideration of your execution of an agreement and general release in
such form as is acceptable to the Company, in which, among other things,
you release and discharge the Company from all claims and liabilities
relating to your employment with the Company and/or the termination of
your employment, including without limitation, claims under the Age
Discrimination in Employment Act and the Older Workers Benefit Protection
Act, where applicable. You will be entitled to receive the Severance
Payments described in Paragraph 8(a), above, only after the agreement and
general release has been signed and delivered, and the time for you to
revoke the agreement and general release, if any, has expired.
9. You agree that at all times, both during and after your employment by the
Company, you will not use or disclose to any third party any information,
knowledge or data not generally known to the public which you may have
learned during your employment by the Company which relates to the
operations, business or affairs of the Company. You agree to comply with
all procedures which the Company may adopt from time to time to preserve
the confidentiality of any information and immediately following
termination of your employment to return to the Company all materials
created by you or others which related to the operations, business or
affairs of the Company. You agree that for a period of two (2) years
following termination of your employment you will not, directly or
indirectly (a) employ or engage as an independent contractor or seek to
employ, engage or retain any person who, during any portion of the two (2)
years prior to the date of termination of your employment was, directly or
indirectly, employed as an employee, engaged as an independent contractor,
or otherwise retained by the Company; or (b) induce any person or entity
to leave his employment with the Company, terminate an
3
independent contractor relationship with the Company or terminate or
reduce any contractual relationship with the Company.
10. Any controversy or dispute arising out of or relating to this agreement,
or the interpretation thereof, shall be settled exclusively by arbitration
conducted in San Diego, California before one or more arbitrators in
accordance with the commercial arbitration rules of the Judicial
Arbitration and Mediation Service then in effect and with discovery
permitted by both parties in accordance with Section 1283.05 of the Code
of Civil Procedure of the State of California, or any successor thereto,
subject to such modification as may be directed by the arbitrator. The
award of the arbitrator(s) shall be final and binding and judgment may be
entered on the arbitrator's award in any court having jurisdiction. In the
event of any such arbitration (or if legal action shall be brought in
connection therewith), the party prevailing in such proceeding shall be
entitled to recover from the other party the reasonable costs thereof,
including reasonable attorney and accounting fees.
Xxxxxx, we are looking forward to your joining us as our Chief Administrative
Officer and the experience and knowledge you will bring in helping us achieve
new heights. I personally look forward to working with you and to having your
assistance in the many challenges ahead.
Warm regards,
/s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Chairman & CEO
Accepted and Agreed:
/s/ XXXXXX XXXXXXX 12/1/99
-----------------------------------
Signature Date
